Beijing Jin Du Law Firm (hereinafter referred to as "this firm") has been entrusted by FAW Jiefang Group Co., Ltd. (hereinafter referred to as "the company") to issue this legal opinion in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), and the Rules for Shareholders' Meetings of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "the Shareholders' Meeting Rules"), as well as other applicable laws, administrative regulations, departmental rules, and normative documents currently in effect within the territory of the People's Republic of China (hereinafter referred to as "China") for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan Province. This firm has appointed lawyers to attend the company's 2026 First Extraordinary Shareholders' Meeting held on February 27, 2026 (hereinafter referred to as "this shareholders' meeting") and has issued this legal opinion regarding matters related to this shareholders' meeting.
To issue this legal opinion, the lawyers of this firm reviewed the following documents provided by the company, including but not limited to:
- Articles of Association of the Company;
- Announcement of the Resolutions of the 34th Meeting of the 10th Board of Directors of FAW Jiefang Group Co., Ltd. published on February 4, 2026, in China Securities Journal, Securities Times, and on the websites of the Shenzhen Stock Exchange and Giant Tide Information Network (http://www.cninfo.com.cn);
- Notice of the 2026 First Extraordinary Shareholders' Meeting published on February 4, 2026, in China Securities Journal, Securities Times, and on the websites of the Shenzhen Stock Exchange and Giant Tide Information Network (hereinafter referred to as "the Shareholders' Meeting Notice");
- Shareholder register as of the record date for this shareholders' meeting;
- Registration records and supporting documents of shareholders attending the on-site meeting;
- Statistical results of online voting for this shareholders' meeting provided by Shenzhen Securities Information Co., Ltd.;
- Announcements and documents related to the proposals for this shareholders' meeting;
- Other meeting documents for this shareholders' meeting.
The company has assured this firm that it has disclosed all facts that could affect the issuance of this legal opinion and has provided all original written materials, copies, commitment letters, or certificates required by this firm for the issuance of this legal opinion, with no concealment, false statements, or significant omissions; the documents and materials provided by the company to this firm are true, accurate, complete, and valid, and that the copies or duplicates are consistent with the originals.
In this legal opinion, this firm only expresses opinions on the convening and holding procedures of this shareholders' meeting, the qualifications of the attendees, the qualifications of the convener, and whether the voting procedures and results comply with relevant laws, administrative regulations, the Shareholders' Meeting Rules, and the Articles of Association. This firm does not express opinions on the content of the proposals reviewed at this shareholders' meeting or the truthfulness and accuracy of the facts or data presented in those proposals. This firm only expresses opinions based on the currently effective laws and regulations within China and does not express opinions based on any foreign laws.